Amended Current Report Filing (8-k/a)
January 31 2017 - 3:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
(Amendment
No. 1)
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
January 31, 2017 (January 2, 2017)
REALBIZ
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other
jurisdiction
of incorporation)
|
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001-34106
(Commission
File
Number)
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|
11-3820796
(I.R.S.
Employer
Identification
No.)
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9711
Washingtonian Boulevard, #550
Gaithersburg,
MD 20850
(Address
of principal executive offices) (zip code)
(908)
758-3787
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
RealBiz
Media Group, Inc. (the “Company”) is filing this amendment to the Current Report on Form 8-K dated January 2, 2017
and filed January 6, 2017 (the “Original 8-K), to include the amended terms of Anshu Bhatnagar’s employment agreement
and to include such agreement as Exhibit 10.1 to the Original 8-K. No other changes have been made to the Original 8-K.
Item
1.01 Entry into a Material Definitive Agreement.
On
January 31, 2017, the Company entered into an employment agreement with Anshu Bhatnagar (the “Employment Agreement”),
effective as of January 2, 2017. Pursuant to the terms of the Employment Agreement, Mr. Bhatnagar will serve as Chief Executive
Officer of the Company and a member of the Company’s Board of Directors (the “Board”) for a term which shall
expire on December 31, 2021;
provided, however
, that the Employment Agreement may be renewed thereafter upon written notice
by the Company and Mr. Bhatnagar. Pursuant to the Employment Agreement, the Company shall pay Mr. Bhatnagar (i) an annual base
salary of $175,000, (ii) an annual discretionary bonus, as determined by the Board and (iii) warrants (the “Warrants”)
to purchase 37,500 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at
an exercise price equal to $1.20 per share (post reverse stock split of the Company’s issued and outstanding Common Stock
on a 1-for-200 basis). Mr. Bhatnagar may exercise the Warrants until such time as he owns 20% of the Company’s then
issued and outstanding shares of Common Stock. In addition to the foregoing, after January 1, 2018, Mr. Bhatnagar shall receive
warrants to acquire up to 3% of the Company’s issued and outstanding Common Stock at the beginning of each calendar year
thereafter.
If
the Company terminates the Employment Agreement for death or for Cause (as defined in the Employment Agreement) or Mr. Bhatnagar
terminates the Employment Agreement for other than Good Reason (as defined in the Employment Agreement), Mr. Bhatnagar shall receive
(i) any earned but unpaid base salary, (ii) any accrued but unpaid annual bonus, (iii) any earned but unpaid incentive compensation,
(iv) unpaid business expense reimbursements, (v) accrued but unused vacation, (vi) accrued but unused sick leave and (vii) any
vested benefits Mr. Bhatnagar may be eligible to receive pursuant to the Company’s employee benefit plans (collectively,
the “Accrued Benefits”). If the Company terminates the Employment Agreement due to disability or without Cause (as
defined in the Employment Agreement) or Mr. Bhatnagar terminates the Employment Agreement for Good Reason (as defined in the Employment
Agreement), the Company shall continue to pay Mr. Bhatnagar (i) his then base salary and Plans (as defined in the Employment Agreement)
for the balance of the Employment Period (as defined in the Employment Agreement), (ii) the Accrued Benefits and (ii) any pro-rata
share of the annual bonus that Mr. Bhatnagar would have or could have been earned prior to the Date of Termination (as defined
in the Employment Agreement). In addition to the foregoing, if Mr. Bhatnagar executes a general release of claims in favor of
the Company within 21 days from the Date of Termination (as defined in the Employment Agreement), Mr. Bhatnagar shall receive
an additional 24 months of his then base salary.
The
foregoing description is a summary only, does not purport to set forth the complete terms of the Employment Agreement and is qualified
in its entirety by reference to the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby
incorporated by reference.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Exhibit
No.
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Description
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10.1
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Employment
Agreement by and between the Company and Anshu Bhatnagar dated January 31, 2017
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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RealBiz
Media Group, Inc.
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Dated:
January 31, 2017
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/s/
Anshu Bhatnagar
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Anshu
Bhatnagar
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Chief
Executive Officer
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